Charlotte's Web (CWBHF) CEO Morachnick settles RSUs and adjusts holdings

Rhea-AI Filing Summary

Charlotte's Web Holdings, Inc. reported an insider equity transaction by its Chief Executive Officer and director, William Morachnick. On 12/31/2025, Morachnick acquired 375,000 common shares at a price of $0 through the settlement of previously granted restricted stock units. On the same date, 91,313 common shares were disposed of at $0.3667, consistent with a Form 4 transaction code "F", which typically reflects shares withheld or sold to cover taxes.

After these transactions, Morachnick beneficially owned 2,747,202 common shares directly. The derivative table shows that the 375,000 shares came from restricted stock units originally granted on 10/12/2023, which vest in equal quarterly installments beginning 12/31/2023. Overall, this filing reflects routine vesting and tax-related disposition activity rather than a discretionary open-market purchase or sale.

Insider Trade Summary

375,000 shares exercised/converted

Mixed 3 txns

Insider Morachnick William J.

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	375,000	$0.00	--
Exercise	Common Shares	375,000	$0.00	--
Tax Withholding	Common Shares	91,313	$0.3667	$33K

Holdings After Transaction: Restricted Stock Unit — 1,125,000 shares (Direct); Common Shares — 2,838,515 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc. The restricted stock unit agreement provides that the restricted stock unit vests in equal quarterly installments beginning on 12/31/2023. The restricted stock unit was granted on 10/12/2023.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Morachnick William J.

(Last) (First) (Middle)

C/O CHARLOTTE'S WEB INC.

700 TECH COURT

(Street)

LOUISVILLE CO 80027

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Charlotte's Web Holdings, Inc. [ CWBHF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	12/31/2025		M		375,000	A	$0(1)	2,838,515	D
Common Shares	12/31/2025		F		91,313	D	$0.3667	2,747,202	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	12/31/2025		M			375,000	(2)	(2)	Common Shares	375,000	$0	1,125,000	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc.

2. The restricted stock unit agreement provides that the restricted stock unit vests in equal quarterly installments beginning on 12/31/2023. The restricted stock unit was granted on 10/12/2023.

Remarks:

	/s/ William Morachnick	01/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Charlotte's Web (CWBHF) disclose?

The company disclosed that Chief Executive Officer and director William Morachnick acquired 375,000 common shares on 12/31/2025 through the settlement of restricted stock units, and disposed of 91,313 common shares on the same date.

At what prices did the Charlotte's Web (CWBHF) CEO’s transactions occur?

The CEO acquired 375,000 common shares at a price of $0 upon restricted stock unit settlement, and 91,313 common shares were disposed of at $0.3667 per share, consistent with a tax-related transaction.

How many Charlotte's Web (CWBHF) shares does the CEO own after this Form 4?

Following the reported transactions, Chief Executive Officer William Morachnick beneficially owns 2,747,202 common shares of Charlotte's Web Holdings, Inc., held directly.

What is the source of the 375,000 Charlotte's Web (CWBHF) shares acquired?

The 375,000 common shares were issued upon the settlement of restricted stock units. Each restricted stock unit represents a contingent right to receive one common share of Charlotte's Web Holdings, Inc.

When were the Charlotte's Web (CWBHF) restricted stock units granted and how do they vest?

The restricted stock units were granted on 10/12/2023 and vest in equal quarterly installments beginning on 12/31/2023, according to the restricted stock unit agreement.

What roles does William Morachnick hold at Charlotte's Web (CWBHF)?

William Morachnick is identified as both a Director and the Chief Executive Officer of Charlotte's Web Holdings, Inc. in the filing.